The Abomination brings Kate Waynesboro to an A.I.M. facility in Maine. He is surprised to discover that A.I.M. has routed out M.O.D.O.K. and preserved the facility for their own endeavors. The A.I.M. agents discover that Kate is a S.H.I.E.L.D. agent, and decide to use her as the template for a new M.O.D.O.K. Unlike the previous M.O.D.O.K. however, this one will be completely subservient to A.I.M.

The Huk uses a Gamma-tracker and follows Kate and the Abomination’s trail to Maine. Outside of the cliff side compound, he encounters M.O.D.O.K. The villain explains to him what A.I.M. intends to do with Dr. Waynesboro.

The Hulk bursts into the compound, but he is too late. A.I.M. agents place Kate inside of an alteration chamber, and when she emerges, she is a feminine version of M.O.D.O.K. known as Ms. M.O.D.O.K.

Ms. M.O.D.O.K. rebels against her A.I.M. creators and sides with M.O.D.O.K. M.O.D.O.K. pronounces the recreated Waynesboro as his new bride. They merge mental energies with one another in a bizarre display of shared intellect. Turning, M.O.D.O.K. attacks the Hulk and then the Abomination. Projecting a lethal dose of concentrated Gamma energy, M.O.D.O.K. disintegrates the Abomination before the eyes of his new bride. Ms. M.O.D.O.K. is repulsed by M.O.D.O.K.’s cruelty and turns against him. The two begin fighting one another, and the Hulk leaps on top of M.O.D.O.K. The villain shoots him with a mental blast and fires another blast at Ms. M.O.D.O.K. The bride falls backwards into the alteration chamber and reverts back into her human form of Katherine Waynesboro.

M.O.D.O.K. continues firing blast after blast until he brings the entire laboratory crashing down. He then flies off and evades capture. The Hulk emerges from the rubble and pulls the unconscious Waynesboro to safety.